Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Effective
The Compensation Committee determined that
The Compensation Committee awarded
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
As disclosed in Item 5.03 of this Current Report on Form 8-K (this "Form 8-K"),
the Charter Amendment was approved by the Company's stockholders at the
Company's 2022 annual meeting of stockholders held on
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are each of the six proposals that were voted on at the Annual
Meeting and the stockholder votes on each such proposal, as certified by the
inspector of elections for the Annual Meeting. These proposals are described in
further detail in the Definitive Proxy Statement on Schedule 14A that the
Company filed with the
Proposal One: Election of Four Directors of the Company.
Votes Votes Broker Name For Withheld Non-Votes Stanton E. Ross 8,298,473 4,813,221 16,416,630 Leroy C. Richie 5,743,099 7,368,595 16,416,630 Daniel F. Hutchins 7,332,494 5,779,200 16,416,630 Michael J. Caulfield 7,206,237 5,905,457 16,416,630
All nominees were duly elected.
Proposal Two: Approval of the 2022
Votes Votes Broker For Against Abstain Non-Votes 6,269,721 5,625,906 1,216,067 16,416,630 The Plan was approved.
Proposal Three: Approval of an amendment to the Articles to increase the number of authorized shares of capital stock that the Company may issue from 110,000,000 to 210,000,000, of which 200,000,000 shares shall be classified as Common Stock.
Votes Votes For Against Abstain 221,823,939 71,567,024 137,361
The amendment to the Articles to increase the number of authorized shares of capital stock that the Company may issue from 110,000,000 to 210,000,000, of which 200,000,000 shares shall be classified as Common Stock, was approved.
Proposal Four: Approval to authorize the Board, in its sole and absolute
discretion, and without further action of the stockholders, to file an amendment
to the Articles, to effect a reverse stock split of the issued and outstanding
Common Stock at a ratio to be determined by the Board, ranging from one-for-five
to one-for-twenty, with such reverse stock split to be effected at such time and
date, if at all, as determined by the Board in its sole discretion, but no later
than
Votes Votes For Against Abstain 241,874,294 51,517,276 136,754
The stockholders approved the proposal to authorize the Board, in its sole and
absolute discretion, and without further action of the stockholders, to file an
amendment to the Articles, to effect a reverse stock split of the issued and
outstanding Common Stock at a ratio to be determined by the Board, ranging from
one-for-five to one-for-twenty, with such reverse stock split to be effected at
such time and date, if at all, as determined by the Board in its sole
discretion, but no later than
Proposal Five: Approval, on an advisory, non-binding basis, of the compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in the Proxy Statement.
Votes Votes Broker For Against Abstain Non-Votes 5,204,762 6,647,282 1,259,649 16,416,631
The stockholders did not approve, by a non-binding advisory vote and by the affirmative vote of the holders of a majority of the votes cast, in accordance with the Company's bylaws, the compensation paid to the Company's named executive officers. The Compensation Committee will carefully consider the outcome of such vote when considering future executive compensation arrangements.
Proposal Six: Ratification of the appointment of
Votes Votes For Against Abstain 23,707,430 4,441,702 1,379,192
The appointment of
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Amendment toDigital Ally, Inc.'s Articles of Incorporation, filed with the Secretary of State of theState of Nevada onDecember 8, 2022 . 99.1 Press Release, datedDecember 8, 2022 . Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
© Edgar Online, source